I. Purpose and Overview

As a nonprofit, charitable organization, GAAPP is accountable to both government agencies and members of the public for responsible and proper use of its resources. Directors, officers and employees have a duty to act in the GAAPP’s best interests and may not use their positions for their own financial or personal benefit.

Conflicts of interest must be taken very seriously since they can damage GAAPP’s reputation and expose both the GAAPP and affiliated individuals to legal liability if not handled appropriately. Even the appearance of a conflict of interest should be avoided, as it could undermine public support for the GAAPP.

To whom does the policy apply?

This policy applies to all Board directors, officers and key persons representing the GAAPP (“you”)

Definition of “interest”: A person shall be deemed interested if a person has a direct or indirect (through business, investment, or family*):

  • Real or potential ownership or investment interest (including stock ownership) in any entity with which the organization has or is negotiating a transaction or arrangement.
  • Real or potential compensation arrangement (including direct or indirect remuneration as well as gifts or favors that are substantial in nature) with the organization or with any entity or individual with which the organization has or is negotiating a transaction or arrangement.
  • A position as an officer or board member, employee (current or former) of any entity with which the organization has or is negotiating a transaction or arrangement.
  • Membership on a scientific advisory panel or other standing scientific/medical committees of another organization.
  • Grants or research support from a company/organization whose products or services are directly related to the subject matter in a manuscript or presentation.
  • Honoraria.

*Family is any person who is related by blood or marriage.

II. Annual Review

As part of GAAPP’s commitment to running our organization in a transparent and responsible way we ask all Board Members, Staff, Students and Contractors if there are any circumstances which could give rise to a potential conflict of interest (COI) either for yourself or GAAPP. COI are situations where competing loyalties or interests could compromise the integrity of an engagement. By declaring a COI now, you help us to mitigate any such concerns, and protect yourself and our organization.

  1. Upon signing the declaration, you agree to inform GAAPP leadership at the time of any changes that might alter your responses. A new declaration will need to be signed if such a change is noted and/or the validity period of your declaration has expired (12 months) prior to a future engagement, as soon as it is recognized.
  2. In situations where you are uncertain, err on the side of caution and disclose the potential conflict as set forth in Section II of this policy.
  3. A potential conflict is not necessarily a conflict of interest. A person has a conflict of interest only if the Board or audit committee decides that a conflict of interest exists.

III Disclosing Potential Conflicts of Interest

  1. You must disclose to the best of your knowledge all potential conflicts of interest as soon as you become aware of them and always before any actions involving the potential conflict are taken.  Submit a signed, written statement disclosing all the material facts to the Board or audit committee.
  2. You must file an annual disclosure statement in the form attached to this policy. If you are a Board director, you must also file this statement prior to your initial election.  Submit the form to the chair of the Board or audit committee.

IV. Determining Whether a Conflict of Interest Exists

  1. After there has been disclosure of a potential conflict and after gathering any relevant information from the concerned director, officer or key person, the Board or audit committee shall determine whether there is a conflict of interest. The director, officer or key person shall not be present for deliberation or vote on the matter and must not attempt to influence improperly the determination of whether a conflict of interest exists.
  2. In determining whether a conflict of interest exists, the Board or audit committee shall consider whether the potential conflict of interest would cause a transaction entered into by the GAAPP to raise questions of bias, inappropriate use of its assets, or any other impropriety.
  3. If an audit committee determines that there is a conflict of interest, it shall refer the matter to the board of directors (“board”).

V. Procedures for Addressing a Conflict of Interest

  1. When a matter involving a conflict of interest comes before the board, the board may seek information from the director, officer or key person with the conflict prior to beginning deliberation and reaching a decision on the matter. However, a conflicted person shall not be present during the discussion or vote on the matter and must not attempt to influence improperly the deliberation or vote.
  2. Additional Procedures for Addressing Related Party Transactions
    a) The GAAPP may not enter into a related party transaction unless, after good faith disclosure of the material facts by the director, officer or key person, the board or a committee authorized by the board determines that the transaction is fair, reasonable and in the Corporation’s best interest at the time of such determination.
    b). If the related party has a substantial financial interest, the board or authorized committee shall:
    • prior to entering into the transaction, consider alternative transactions to the extent available;
    • approve the transaction by a vote of not less than a majority of the directors present at the meeting; and
    • contemporaneously document in writing the basis for its approval, including its consideration of any alternative transactions.

VI. Minutes and Documentation

The minutes of any board meeting at which a matter involving a conflict of interest or potential conflict of interest was discussed or voted upon shall include:

a. the name of the interested party and the nature of the interest;
b. the decision as to whether the interest presented a conflict of interest;
c. any alternatives to a proposed contract or transaction considered by the board; and
d. if the transaction was approved, the basis for the approval.

VII. Prohibited Acts

The GAAPP shall not make a loan to any director or officer.

VIII. Procedures for Determining Compensation

  1. No person shall be present for or participate in board or committee discussion or vote pertaining to:
    a. their own compensation;
    b. the compensation of their relative;
    c. the compensation of any person who is in a position to direct or control them in an employment relationship;
    d. the compensation of any person who is in a position to directly affect their financial interests; or
    e. any other compensation decision from which the person stands to benefit.
  2. In the case of compensation of Key Persons, the following additional procedures apply:
    a. The board or a committee authorized by the board shall approve compensation before it is paid.
    b. The board or authorized committee shall base approval of compensation on appropriate data, including compensation paid by comparable organizations for functionally similar positions, availability of similar services in the geographic area of the GAAPP, and compensation surveys compiled by independent firms.
    c. The board or authorized committee shall contemporaneously document:
    • the terms of compensation and date of determination;
    • the members of the board or committee who were present and those who voted for it;
    • the comparability data relied on and how it was obtained;
    • if the compensation is higher or lower than the range of comparable data, the basis for the determination, and;
    • any actions with respect to consideration of the compensation by anyone on the board or committee who had a conflict of interest with respect to the matter.

Declaration of COI for GAAPP

By completing and signing below, I affirm that:

  1. I have read the Conflict of Interest and Compensation Policy above;
  2. I agree to comply with the policy;
  3. I have no actual or potential conflicts as defined by the policy or if I have, I have previously disclosed them as required by the policy or am disclosing them below.

Disclose here, to the best of your knowledge:

  1. any entity in which you participate (as a director, officer, employee, owner, or member) with which the GAAPP has a relationship;
  2. any transaction in which the GAAPP is a participant as to which you might have a conflicting interest; and
  3. any other situation which may pose a conflict of interest.

Instructions

In the first column below, name all entities with whom you have this relationship or indicate “none”. In the second column you can add your specifications or comments (e.g., if payments were made to you or to your institution). Add as many rows as necessary, you can add rows by clicking the “+” sign at the end of each row. If you have questions please feel free to contact us at info@gaapp.org

Declaration

Grants or contracts from any entity(Required)
Entity
Specifications / Comments
 
Royalties or licenses(Required)
Entity
Specifications / Comments
 
Consulting fees(Required)
Entity
Specifications / Comments
 
Payment or honoraria for lectures, presentations, speakers bureaus, manuscript writing or educational events(Required)
Entity
Specifications / Comments
 
Support for attending meetings and/or travel(Required)
Entity
Specifications / Comments
 
Payment for expert testimony(Required)
Entity
Specifications / Comments
 
Patents planned, issued or pending(Required)
Entity
Specifications / Comments
 
Participation on a Data Safety Monitoring Board or Advisory Board(Required)
Entity
Specifications / Comments
 
Leadership or fiduciary role in other board, society, committee or advocacy group, paid or unpaid
Entity
Specifications / Comments
 
Stock or stock options(Required)
Entity
Specifications / Comments
 
Receipt of equipment, materials, drugs, medical writing, gifts or other services(Required)
Entity
Specifications / Comments
 
Other financial or non-financial interests(Required)
Entity
Specifications / Comments
 

E-Signature

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Source: Based on the US National Councils of Non-Profits